Terms and Conditions

Subscription Profile Enhancement

Premium Pulse Email (Targeted Email Campaign)

1. The Targeted Email Campaign. Your targeted email campaign(s) (hereafter, the “Ad” or “Ads”)  will be based on Your current CCML profile, which appears on CCML’s website (https://www.castleconnolly.com/), and the additional Ad Content (defined below) to be provided to by You, including as follows: (i) Ad title; (ii) five (5) images and one (1) logo (“Client Images”); (iii) copy, where the minimum text to image ratio shall be 70% image to 30% text; (iv) a call to action; (v) Your website and social media landing page URLs (each as applicable), where You shall provide placement directions for all such URLs; (vi) text to be listed on the email “from line”; (vii) text to be listed on the email subject line; (viii) the physical mailing address to be included on the email footer; and (ix) a seed list, where such list shall consist of all recipients who will receive a test deployment (“Seed List”). Your Ad may include, but is not limited to, the following: Your headshot (as provided by You), name, address, specialty, website, phone number, items (i) through (ix) above, and any other content requested from You to be included in the Ad (collectively, the “Ad Content”). In exchange for the “Total Cost”  provided in the Chargify link or invoice, CCML will provide You with the agreed upon Ad. For the avoidance of doubt, other than for clients which are hospitals or health systems, Your Ad will not include any logos of the hospital you are affiliated with. You shall provide Your headshot, as a full-color headshot photo (in JPG or TIF file) and Client Images, via email with the following specifications: each will be provided in at least 300 DPI. You shall confirm placement of each of the Client Images per the template provided to you during the production process.
   
   2. Third Party Publisher. You understand and agree that Ads are created, produced, finalized and deployed by a third-party publisher (“Publisher”) and not directly by CCML. You may be requested to provide Ad Content to Publisher and/or CCML and You agree to provide Ad Content as requested. You understand and agree that Publisher will create, produce, finalize and deploy Ads and You agree that CCML has no liability for any error in creation, production or finalization of an Ad, any delay in deployment, or any other matter or issue related to an Ad, that is not due solely to the gross negligence or intentional misconduct on the part of CCML. 
   
   3. Authority. You understand and agree that by agreeing to these Terms and Conditions, you are granting CCML the right and authority as your agent to place the Ad order with Publisher on your behalf (each a “Third Party Publishing Agreement”), and to transmit Ad Content you provide CCML for purposes therefor. CCML is wholly authorized to perform any action, as your agent and representative, included in, related to, or necessary to carry out the provisions of the Third Party Publishing Agreement, including any purchase order, change order or release order issued thereunder.
   
   4. Ad Content Delivery. CCML shall make commercially reasonable efforts to pass Ad Content provided to CCML by You on to Publisher as soon as possible upon receipt. You hereby grant CCML the right and the limited, non-exclusive license to provide any Ad Content you provide to CCML to Publisher for the purposes provided herein.
   
   5. Payment. All payments are due immediately upon signing this Agreement. Costs and payment methods are listed in the Chargify link or invoice. Payments not made prior to the due date may result in the Ad being excluded from deployment, or may delay timing of an Ad deployment.  
   
   6. Term. The term will commence on the Effective Date and continue up until the deployment date of the Ad, and where there are multiple dates of deployment or multiple Ads, until the last date of deployment for the last deployed Ad (the “Term”). At the end of the Term, this Agreement will terminate unless the parties agree, in writing, to renew the Term. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive. Additionally, CCML may terminate this Agreement for any reason upon thirty (30) days’ notice to Client.
   
   7. Intellectual Property/Ownership. Client acknowledges and agrees that CCML (i) owns all right, title, and interest in its own intellectual property, including but not limited to its online databases, its website, and its trademarks, logos, and service marks, some of which may appear in the Ad (“CCML IP”), and (ii) nothing in this Agreement will confer on to Client any right of ownership or interest in the CCML IP. In the event CCML grants Client a non-transferable, non-sublicensable, non-exclusive license to use the CCML IP, including but not limited to a CCML trademark or logo, Client agrees to use the CCML IP in strict compliance with this Agreement, and acknowledges and agrees that Client is not granted any further rights to the CCML IP than those set forth in this Agreement.
   
   8. Representations and Warranties. Client represents and warrants that: (i) Client has the full power and authority to enter into and perform the obligations under this Agreement; (ii) any and all materials Client provides to CCML or Publisher, including, but not limited to, the Ad Content, and any other information (“Client Materials”), CCML’s transmission of Client Materials to Publisher, and deployment of any Client Materials, does not and will not violate the rights of any third parties, including, but not limited to, intellectual property, privacy, and/or publicity rights; (iii) Client will comply with all applicable laws, rules, statutes, and regulations; (iv) the Client Materials provided to CCML and/or Publisher under this Agreement will be accurate and complete; (v) Client owns all right, title, and interest in and to the Client Materials, and Client has the right to provide CCML and Publisher with the Client Materials for the purposes set forth in this Agreement; (vi) use of the Seed List provided by Client shall not violate any applicable laws, rules or regulations, including without limitation, data privacy laws, including the Controlling the Assault of Non-Solicited Pornography And Marketing (“CAN-SPAM”) Act of 2003, the General Data Protection Regulation (“GDPR”), and the California Consumer Privacy Act of 2018 (“CCPA”), each as may be amended; and (vii) the execution, delivery and performance by Client of this Agreement shall not conflict with or violate any provision of any other agreement of Client.
   
   9. Indemnification. Client shall indemnify, defend, and hold harmless CCML, its affiliates and their respective officers, directors, employees, successors, and permitted assigns, from and against any damages, losses, and expenses (including reasonable attorneys’ fees) arising from or related to (i) Client’s breach of its representations and warranties hereunder; (ii) Client’s Materials; (iii) claims against CCML related to or arising out of the Third Party Publishing Agreement, except where such claims arise due to the gross negligence or misconduct of CCML; and (iv) as applicable, Client’s use of the CCML IP other than as allowed under this Agreement.
   
   10. Limitation of Liability. EXCEPT FOR CLIENT’S INDEMNIFICATION OBLIGATIONS HEREUNDER, THE MAXIMUM LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE HEREUNDER BY CLIENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH CLAIMS AROSE. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, WARRANTY, OR OTHERWISE.
   
   11. Assignment. Client shall not assign, sublicense, or otherwise transfer any of its rights or obligations hereunder without the express written consent of CCML.
   
   12. Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and supersedes all prior or contemporaneous agreements, whether oral or written, with respect to the subject matter of this Agreement. This Agreement may not be amended without the prior written consent of the parties, set forth in writing.
   
   13. Governing Law. This Agreement (and all matters or issues hereto or concerning the enforcement or interpretation hereof) shall be governed by and construed in accordance with the laws of the state of New York without regard to conflicts of law principles. Each Party hereby submits to the exclusive jurisdiction of the Federal and State Courts located in New York, New York with respect to any dispute or claim arising out of this Agreement.
   
   14. Notice. All notices and communications hereunder shall be in writing and shall be deemed given when delivered in person or upon receipt if mailed by registered or certified mail to the addresses listed above, and if sent to CCML, with a copy sent to Everyday Health, Inc., ATTN: Legal Department, 360 Park Avenue South, 17th Floor, New York, NY 10010, and compulsory email to legal@everydayhealthgroup.com.
   
   15. First Come First Serve. All Ad deployments are served on a first come, first served basis, so please be sure to submit your Ad Content and this Agreement as soon as possible to ensure optimal deployment timing.
   
   16. Relationship of the Parties. Nothing herein shall be construed to create, expressly or by implication, an employment relationship, agency, partnership, joint venture, or other association between CCML and Client.
   
   17. Confidentiality. All information or materials not generally known to the public (“Confidential Information”) disclosed by one Party (“Discloser”) to another party (“Recipient”) pursuant to this Agreement shall be held in confidence. Recipient shall use Confidential Information only as necessary to provide the Services hereunder and shall not disclose Confidential Information to third parties except as necessary to Recipient’s officers, directors, employees, or third-party representatives bound by written obligations of confidentiality at least as restrictive as those set forth herein. Discloser shall be entitled to seek injunctive relief and other equitable relief in the event of any breach or threatened breach by the Recipient. Recipient’s obligation will not apply where Recipient can document that Confidential Information: (a) was publicly available at the time it was communicated to Recipient; (b) became public subsequent to the time it was communicated to Recipient through no fault of Recipient; (c) was in Recipient’s possession free of any obligation of confidentiality at the time it was disclosed by Discloser; (d) was disclosed to Recipient by a third party who was free of any obligation of confidentiality to Discloser; or (e) was independently developed by Recipient without use of Discloser’s Confidential Information.
   
   18. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect, and the invalid or unenforceable provision will be limited or eliminated to the minimum extent necessary.
   
   19. Waiver. Failure of any party to insist upon strict compliance with any of the terms and conditions herein shall not be deemed a waiver or relinquishment of any similar right or power at any subsequent time.
   
   20. Force Majeure. Except for payment obligations under this Agreement, neither party will be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control (including, without limitation, the other party’s act or failure to act).
   
   21. Counterparts. This Agreement may be executed in any number of counterparts and by the Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Press Release

1. Engagement of Services
   1.1. Company Responsibilities
   (a) Company, at its sole expense, except as provided elsewhere in this Agreement, shall create, and distribute the Press Release in accordance with the specifications contained herein.
   
   (b) Company shall give an advance copy of the Press Release to Client prior to the intended distribution date to allow Client the opportunity to suggest changes or additions to the submission. Company shall not distribute the Press Release without Client’s prior written approval.
   
   (c) Company agrees to make the Press Release available to the appropriate media point(s) through the applicable newswire network(s), but does not guarantee specific placement or pickup by journalists.
   
   (d) Company shall provide Client with statistics to measure the reach of the Press Release approximately one (1) week after distribution of the Press Release.
   
   (e) Company agrees it shall distribute the Press Release within two (2) business days after receiving Client’s final approval of the Press Release.
   
   1.2. Client Responsibilities
   (a) Client agrees to furnish to Company, at no cost to Company, all of the necessary information for Company’s use in creating the Press Release.
   
   (b) Client shall deliver the necessary information electronically to Company upon execution of this Agreement. Client further agrees that Company reserves the right to refuse to distribute any material in the Press Release in its sole and reasonable discretion.
   
   (c) Client shall be responsible for the content and accuracy of all information submitted to Company and Company shall not be responsible for verifying any facts contained therein.
   
   (d) Client agrees that once Company distributes the Press Release, Client shall not be entitled to a refund, in part or in full, due to lack of feedback or for any other reason.
   
   2. Fee. Client shall pay Company a fee within thirty (30) days of receipt of invoice.
   
   3. Mutual Representations and Warranties. The Parties each represent and warrant to the other that:
   (a) It shall perform its obligations and exercise its rights under this Agreement in accordance with all applicable laws, rules and regulations;
   
   (b) It has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
   
   (c) Neither the execution and delivery of this Agreement nor the consummation and performance of this Agreement conflicts with or violates any agreement to which it is bound or any applicable law rule or regulation; and
   
   (d) All materials exchanged or made available in connection to this Agreement, have been properly obtained and shall not (i) violate, infringe on, or misappropriate any third parties’ intellectual property, privacy, or publicity rights, or (ii) contain any defamatory, obscene, inaccurate or otherwise unlawful matter.
   
   4. Confidential Information and Data Security
   4.1. Confidential Information. In connection with this Agreement, each Party (the “disclosing party”) may disclose to the other Party (the “receiving party”) certain information which the disclosing Party desires the receiving party to treat as confidential. For purposes of this Agreement, “Confidential Information” shall mean any information of the disclosing party that is designated by the disclosing party as “confidential”, or is reasonably understood to be confidential, at the time of disclosure; provided that Confidential Information shall exclude information that (a) is already known by the receiving party, as evidenced by its business records at the time it was disclosed; (b) is in the public domain through no fault of the receiving party; (c) lawfully comes into the receiving party’s possession from a third party without any obligation of confidentiality; or (d) is independently developed by the receiving party without use of any Confidential Information of the disclosing party. The receiving party shall not, directly or indirectly, disclose to any person or entity any Confidential Information of the disclosing party, and neither party shall disclose the existence or terms of this Agreement, unless (i) required to disclose such information pursuant to law, regulation, legal process, securities exchange rule or court order, but only after (if permitted by law) notifying the other party and allowing the other party an opportunity to obtain a protective or other order restricting the disclosure of such information, or (ii) such information is being disclosed to such party’s employees or representatives who need the information in order to perform under this Agreement and who have agreed or are otherwise required to keep such information confidential. Each party agrees to use the other party’s Confidential Information only in its performance under this Agreement and shall protect such information in the same manner as it protects its own confidential information, but with not less than reasonable care. Confidential Information shall remain the exclusive property of the disclosing party and no patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Section 4 or any disclosure of Confidential Information to the receiving party, except as otherwise expressly set forth in this Agreement. Upon written request by the receiving party or termination or expiration of this Agreement, any Confidential Information of the disclosing party in tangible or electronic form shall be returned or destroyed by the receiving party (and, if requested, the receiving party will confirm in writing to the disclosing party that such return or destruction has occurred); provided that the receiving party may retain Confidential Information of the disclosing party to the extent required by law, regulation, legal process, securities exchange rule or court order. The obligations of this Section 4 shall continue for a period of 3 years after termination or expiration of this Agreement. The receiving party acknowledges that any use or disclosure of the disclosing party’s Confidential Information in a manner inconsistent with the provisions of this Section 4 will cause the disclosing party irreparable damage for which remedies other than injunctive relief will be inadequate, and agrees that the disclosing party may request injunctive or other equitable relief seeking to restrain such use or disclosure, without limitation or waiver of any other remedy available at law or in equity.
   
   5. Indemnification; Disclaimer; Limitation of Liability
   5.1. Indemnification. Client agrees to indemnify, hold harmless and defend Company and its respective employees, agents, trustees, affiliates, officers and directors from and against all claims, liabilities, losses, injury, illness, death, property damage, demands, causes of action, judgments, settlements, expenses, costs, fees and suits, including reasonable attorneys' fees, experts’ fees and court costs (“Losses”) due to third party claims to the extent arising, in whole or in part, out of (i) negligence, recklessness or willful misconduct on the part of Client, its directors, officers, employees and agents in performance of this Agreement, (ii) Client’s breach of this Agreement, (iii) any violation of applicable laws, rules and/or regulations by Client, its directors, officers, employees and/or agents in performance of its obligations under this Agreement; (iv) any violation of the right of any third party, including, without limitation, an intellectual property, privacy, or publicity right.
   
   5.2. Company agrees to indemnify, hold harmless and defend Client and its respective employees, agents, commissioners, officers and directors from and against all Losses incurred or suffered by, or arising from claims, demands or causes of action brought by third parties against Client related to (i) negligence, recklessness or willful misconduct on the part of Company in performing of its obligations under this Agreement; and (ii) violations of applicable laws by Company, so long as any such claim or liability is not caused by or arising from the negligence or willful misconduct of Client.
   
   5.3. The Party claiming a right of indemnification or defense under this Agreement shall provide the indemnifying Party prompt notice (in all events within thirty (30) days) of any such claim, including a copy thereof, served upon it, and shall cooperate fully with the indemnifying Party and its legal representatives in the investigation of any matter regarding the subject of indemnification, at the indemnifying Party’s expense. The indemnifying Party shall have the right to exercise sole control over the defense and settlement of any such complaint or claims for which indemnification or defense is sought, including the sole right to select defense counsel and to direct the defense or settlement of any such claim or suit; provided that the indemnifying Party shall not enter into any settlement or admit fault or liability on the indemnified Party’s behalf without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld or delayed.
   
   5.4. Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT OR UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAW, COMPANY IS PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT “AS IS”, WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT. NEITHER COMPANY NOR ANY SUPPLIER OR OTHER THIRD-PARTY WARRANTS THAT THE MATERIALS PROVIDED BY COMPANY WILL MEET THE REQUIREMENTS OF CLIENT, THAT THE OPERATION OF THE MATERIALS PROVIDED BY COMPANY WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL ERRORS OR DEFECTS WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OF ANY MATERIALS PROVIDED BY CLIENT REMAINS WITH CLIENT.
   
   5.5. Limitation of Liability. Except for Client’s Indemnification under Section 5.1, neither Party shall be liable to the other for any loss of profits, loss of use, loss or corruption of data, interruption of business, or any indirect, special, incidental, consequential, exemplary, or punitive damages arising out of this Agreement, or the performance of its obligations, even if the Party was advised of the possibility of such damages. Company’s entire liability under this Agreement shall be limited to Client’s direct and actual Losses, not to exceed $100,000.
   
   6. Term and Termination
   6.1. Term. The term of this Agreement shall commence on the Effective Date and shall continue until the Press Release is distributed unless terminated earlier pursuant to Section 6.2.
   
   6.2. Termination. Company may terminate this Agreement for any reason upon seven (7) days prior written notice to Client. A Party may terminate this Agreement upon written notice for material breach if the breaching Party fails to cure the breach within thirty (30) days of receiving notice of such breach from the non-breaching party.
   
   6.3. Effect of Expiration or Termination. Upon the expiration or earlier termination of this Agreement each Party shall cease performing its obligations under this Agreement.
   
   6.4. Survival. Any provisions that by their nature reasonably should be deemed to survive, shall survive the expiration or termination of this Agreement. Any termination of this Agreement shall not modify any rights or obligations of a party hereto which arose prior to such termination (including with respect to any breach of this Agreement by the other party prior to such termination).
   
   7. Notice
   Any notices under this Agreement shall be deemed given when received, if delivered in person, or sent via electronic mail (with confirmation of receipt), overnight courier, or certified or registered mail (postage prepaid) to the other Party at the address set forth below. Copies of any notices to Company shall also be sent to Everyday Health Media, LLC, Attention: Legal Department, 360 Park Avenue South, 17th floor New York, NY 10010, with compulsory email copy to legal@ehgroup.com
   
   If to Client, notice will be provided to the address provided.
   
   Either Party may change its mailing address by notice as provided by this Section.
   
   8. General Provisions
   8.1. Independent Contractors. Company and Client shall conduct their business under this Agreement as independent contractors, and this Agreement creates no relationship or principal and agent, partners, joint ventures, employer-employee or any similar relationship. Each of Company and Client acknowledges that it does not have any authority to act on the other Party’s behalf. Each of Company and Client will not represent itself to be an agent for the other Party and will not attempt to create any obligation or make any representation on behalf of or in the name of the other Party.
   
   8.2. Publicity. Except as set forth herein Client shall not shall use Company’s marks, including trademarks, or intellectual property or issue any news release, public announcement, advertisement, marketing, material or publicity concerning this Agreement, or the transactions contemplated hereunder without the prior written approval of Company.
   
   8.3. Governing Law; Venue. The laws of the State of New York shall govern this Agreement without regard to its choice of law rules. The Parties agree that the federal and state courts located in New York County, New York shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement. Each Party hereby expressly consents to the jurisdiction of such courts with respect to any such dispute, waives any objection, whether on the grounds of venue, residence or domicile or on the ground that the proceeding has been brought in an inconvenient forum, and agrees that service of process in any such proceeding may be made by hand delivery or overnight courier with proof of delivery. In the event of any dispute arising out of or related to the Agreement, the substantially prevailing Party shall be entitled to receive its reasonable attorneys’ fees and costs from the other Party, in addition to any other relief to which the Party is entitled.
   
   8.4. Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
   
   8.5. Modification of Agreement; Waiver. No waiver, amendment or modification of this Agreement will be effective unless made or agreed to in a written agreement that explicitly refers to this Agreement that is signed by authorized representatives of both Parties hereto. Failure by either Party hereto to enforce any rights under this Agreement will not be construed as a waiver of such rights nor shall a waiver by either Party hereto in one or more instances be construed as constituting a continuing waiver or as a waiver in other instances.
   
   8.6. Entire Agreement. This Agreement contains the entire understanding between the Parties hereto with respect to the subject matter contained herein and supersedes all prior written or oral communications, negotiations, understandings or agreements of any kind with respect to such subject matter.
   
   8.7. Counterparts. This Agreement and any amendment hereto may be executed in counterparts and all such counterparts taken together shall be deemed to constitute one and the same instrument. If this Agreement is executed in counterparts, no signatory hereto will be bound until both the Parties named below have duly executed a counterpart of this Agreement.
   
   8.8. Force Majeure. Company shall not be liable to Client for any failure or delay in performing its obligations under this Agreement as a result of an Event of Force Majeure. For purposes of this Agreement, an “Event of Force Majeure” means any circumstance not within the control of Company, including, without limitation, weather conditions, hurricanes, floods, fires, war, civil unrest, power outages, road closures, building closures, terrorism, strikes, labor shortages, riots, disease, epidemic, pandemic, quarantine, or any other event outside Company’s control.
   
   8.9. No Exclusivity. Nothing in this Agreement prevents or limits either Party from participating in any partnership with any other organization.
   
   8.10. Assignment. No Party shall have the right to assign or otherwise transfer its rights or delegate its duties under this Agreement without the express written consent of the other Party. Notwithstanding the foregoing, Company may assign this Agreement to an Affiliate or in connection with a merger, consolidation or sale of all or substantially all of its or an Affiliate’s assets or equity interests.

Print Advertising

1. The Ad. Your Ad listing will be based on Your current CCML profile, which appears on CCML’s website (https://www.castleconnolly.com/). Please contact the CCML Sales Team at info@castleconnolly.com if You need to make any changes to the information appearing in Your current CCML profile, otherwise Your Ad listing will be published with the information in your current CCML profile. In exchange for the “Total Cost” listed below, CCML will provide You with the Ad described above. Your Ad may include, but is not limited to, the following: Your headshot (as provided by You to CCML), name, address, specialty, website, phone number, and any other content CCML requests from You to be included in the Ad (collectively, the “Ad Content”). For the avoidance of doubt, Your Ad will not include any logos of the hospital you are affiliated with. You shall provide Your headshot to CCML via email with the following specifications: a full-color headshot photo (in JPG or TIF file), at least 300 DPI. Your Ad listing will be placed in the third-party publication mutually agreed upon by the Parties.
   
   2. Authority. Client understands and agrees that by agreeing to these Terms and Conditions, it is granting CCML the right and authority as its agent to place an Ad listing order with a third-party publisher on Client’s behalf (each a “Third Party Publishing Agreement”), and transmit Ad Content it provides CCML for purposes therefor. CCML is wholly authorized to perform any action, as agent and representative of Client, included in, related to, or necessary to carry out the provisions of the Third Party Publishing Agreement, including any purchase order, change order or release order issued thereunder. 
   
   3. Payment. All payments are due immediately upon signing this Agreement. Costs and payment methods are listed below. Payments not made prior to the due date may result in the advertisement being excluded from publication.  
   
   4. Term. The term will commence on the Effective Date and continue up until the publication date of the Ad, and where there are multiple dates of publication or multiple Ad listings, until the last date of publication (the “Term”). At the end of the Term, this Agreement will terminate unless the parties agree, in writing, to renew the Term. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive. Additionally, CCML may terminate this Agreement for any reason upon thirty (30) days’ notice to Client.
   
   5. Intellectual Property/Ownership. Client acknowledges and agrees that CCML (i) owns all right, title, and interest in its own intellectual property, including but not limited to its online databases, its website, and its trademarks, logos, and service marks, some of which may appear in the Ad (“CCML IP”), and (ii) nothing in this Agreement will confer on to Client any right of ownership or interest in the CCML IP. In the event CCML grants Client a non-transferable, non-sublicensable, non-exclusive license to use the CCML IP, including but not limited to a CCML trademark or logo, Client agrees to use the CCML IP in strict compliance with this Agreement, and acknowledges and agrees that Client is not granted any further rights to the CCML IP than those set forth in this Agreement.
   
   6. Representations and Warranties. Client represents and warrants that: (i) Client has the full power and authority to enter into and perform the obligations under this Agreement; (ii) any and all materials Client provides to CCML, including, but not limited to, the Ad Content, and any other information (“Client Materials”) and the publication of the Client Materials, does not and will not violate the rights of any third parties, including, but not limited to, intellectual property, privacy, and/or publicity rights; (iii) Client will comply with all applicable laws, rules, statutes, and regulations; (iv) the Client Materials provided to CCML under this Agreement will be accurate and complete; (v) Client owns all right, title, and interest in and to the Client Materials, and Client has the right to provide CCML with the Client Materials for the purposes set forth in this Agreement; and (vi) the execution, delivery and performance by Client of this Agreement shall not conflict with or violate any provision of any other agreement of Client.
   
   7. Indemnification. Client shall indemnify, defend, and hold harmless CCML, its affiliates and their respective officers, directors, employees, successors, and permitted assigns, from and against any damages, losses, and expenses (including reasonable attorneys’ fees) arising from or related to (i) Client’s breach of its representations and warranties hereunder; (ii) Client’s Materials; (iv) claims against CCML related to or arising out of the Third Party Publishing Agreement, except where such claims arise due to the gross negligence or misconduct of CCML;  and (iii) as applicable, Client’s use of the CCML IP other than as allowed under this Agreement.
   
   8. Limitation of Liability. EXCEPT FOR CLIENT’S INDEMNIFICATION OBLIGATIONS HEREUNDER, THE MAXIMUM LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE HEREUNDER BY CLIENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH CLAIMS AROSE. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, WARRANTY, OR OTHERWISE.
   
   9. Assignment. Client shall not assign, sublicense, or otherwise transfer any of its rights or obligations hereunder without the express written consent of CCML.
   
   10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and supersedes all prior or contemporaneous agreements, whether oral or written, with respect to the subject matter of this Agreement. This Agreement may not be amended without the prior written consent of the parties, set forth in writing.
   
   11. Governing Law. This Agreement (and all matters or issues hereto or concerning the enforcement or interpretation hereof) shall be governed by and construed in accordance with the laws of the state of New York without regard to conflicts of law principles. Each Party hereby submits to the exclusive jurisdiction of the Federal and State Courts located in New York, New York with respect to any dispute or claim arising out of this Agreement.
   
   12. Notice. All notices and communications hereunder shall be in writing and shall be deemed given when delivered in person or upon receipt if mailed by registered or certified mail to the addresses listed above, and if sent to CCML, with a copy sent to Everyday Health, Inc., ATTN: Legal Department, 360 Park Avenue South, 17th Floor, New York, NY 10010, and compulsory email to legal@everydayhealthgroup.com.
   
   13. First Come First Serve. All Ad slots are chosen on a first come, first served basis, so please be sure to submit your headshot and this Agreement as soon as possible to ensure optimal placement.
   
   14. Relationship of the Parties. Nothing herein shall be construed to create, expressly or by implication, an employment relationship, agency, partnership, joint venture, or other association between CCML and Client.
   
   15. Confidentiality. All information or materials not generally known to the public (“Confidential Information”) disclosed by one Party (“Discloser”) to another party (“Recipient”) pursuant to this Agreement shall be held in confidence. Recipient shall use Confidential Information only as necessary to provide the Services hereunder and shall not disclose Confidential Information to third parties except as necessary to Recipient’s officers, directors, employees, or third-party representatives bound by written obligations of confidentiality at least as restrictive as those set forth herein. Discloser shall be entitled to seek injunctive relief and other equitable relief in the event of any breach or threatened breach by the Recipient. Recipient’s obligation will not apply where Recipient can document that Confidential Information: (a) was publicly available at the time it was communicated to Recipient; (b) became public subsequent to the time it was communicated to Recipient through no fault of Recipient; (c) was in Recipient’s possession free of any obligation of confidentiality at the time it was disclosed by Discloser; (d) was disclosed to Recipient by a third party who was free of any obligation of confidentiality to Discloser; or (e) was independently developed by Recipient without use of Discloser’s Confidential Information.
   
   16. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect, and the invalid or unenforceable provision will be limited or eliminated to the minimum extent necessary.
   
   17. Waiver. Failure of any party to insist upon strict compliance with any of the terms and conditions herein shall not be deemed a waiver or relinquishment of any similar right or power at any subsequent time.
   
   18. Force Majeure. Except for payment obligations under this Agreement, neither party will be liable for, or be considered in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond its reasonable control (including, without limitation, the other party’s act or failure to act).
   
   19. Counterparts. This Agreement may be executed in any number of counterparts and by the Parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Accolades Licensing

1. Services. In exchange for the Fee as set forth herein, Castle Connolly Medical Ltd. (“CCML”) will license to partner (“Partner”), the Castle Connolly Top Doctors Accolade License(s) (“Accolade License(s)”), as under Section 2 below, in accordance with the accolade methodology (“Accolade Methodology”). Each Accolade License will consist of the following (to be collectively referred to as “Accolades”): 
a. An accolade statement (“Accolade Statement”), as provided by CCML to Partner in the sole discretion of CCML, describing some or all of: the number of Partner Top Doctors, the Partner institution type, Partner location, and/or Partner area(s) of specialty, each as applicable;
b. An accolade badge (“Accolade Badge”) as designed by CCML in its sole discretion and provided by CCML to Partner, to include the year the Accolade was awarded as part of the Accolade Badge. 

2. Accolade License. CCML hereby grants to Partner a perpetual, fully paid-up, non-revocable, non-transferable, non-sublicensable, non-assignable, non-exclusive, limited, license to use the Accolades, in the identical form provided by CCML to Partner, on its owned and operated website(s), its social media pages, its marketing materials, and on other materials Partner owns, licenses, or publishes, to promote its CCML Accolades, subject to the terms and conditions herein. 
a. Partner agrees to use the Accolades, including without limitation, the Accolades Statement(s) and Accolades Badge(s) in the exact form provided by CCML to Partner and as otherwise in strict compliance with this Agreement. Partner agrees that any and all references to, and displays of, the Accolade Statement(s) and the Accolade Badge(s) must be exactly as provided by CCML to Partner and must not be abbreviated, truncated, modified, cropped, or otherwise altered or edited. For the sake of clarity and not by way of limitation, Partner may not alter the wording, font, or remove from or add to the Accolades in any way whatsoever. Partner acknowledges and agrees that it is not granted any further rights to the CCML IP (as defined herein) than those set forth in this Agreement. 
b. Partner agrees and acknowledges that CCML, in its sole discretion, has the sole right to determine the written, visual, and other content of, without limitation, the Accolade Statement(s) and the Accolade Badge(s).
c. Partner agrees that as part of its display of any Accolade Badge on any digital forum, including without limitation Partner’s website, Partner’s social media site(s), and Partner’s marketing materials, shall include active backlinks to CCML, where such backlinks shall be provided by CCML to Partner.

3. Fee. In exchange for the Accolade License, Partner shall pay CCML the total fee listed at checkout. All payments are final and non-refundable.

4. Terms and Conditions.
a. Partner acknowledges and agrees that CCML (i) owns all right, title, and interest in and to its own intellectual property, including but not limited to its online databases, its websites, and its trademarks, logos, and service marks, and all derivatives, modifications, and/or compilations thereof (“CCML IP”), and (iii) nothing in this Agreement will confer upon Partner any right of ownership, title, or interest in the CCML IP.
b. Partner represents and warrants that: (i) Partner has the full power and authority to enter into and perform the obligations under this Agreement; (ii) that any and all materials Partner provides to CCML do not and will not violate the rights of third parties, including but not limited to intellectual property and privacy rights; and (iii) Partner will comply with all applicable laws, statutes, rules, and regulations.
c. Partner shall indemnify, defend, and hold harmless CCML, its affiliates and their respective officers, directors, employees, successors, and permitted assigns, from and against any damages, losses, and expenses (including reasonable attorneys’ fees) arising from or related to (i) Partner’s breach of its representations and warranties hereunder; and (ii) Partner’s use of CCML IP other than as allowed under this Agreement. 
d. EXCEPT FOR PARTNER’S INDEMNIFICATION OBLIGATIONS HEREUNDER, THE MAXIMUM LIABILITY FOR EITHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE HEREUNDER BY PARTNER TO CCML IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ARISES. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES VIA CONTRACT, NEGLIGENCE, TORT, STRICT LIABILTY, WARRANTY, OR OTHERWISE. 
e. Partner shall not assign, sublicense, or otherwise transfer any of its rights or obligations hereunder without the express written consent of CCML. 
f. Failure by either Party to enforce any rights under this Agreement will not be construed as a waiver of such rights. 

5. Contact Information. 
Castle Connolly Medical, Ltd.
360 Park Avenue South, 17th Floor
New York, NY 10010
Attn: Managing Director